Northern Berkshire Medical PC

“Members, stockholders, or other persons: northern berkshire medical pc is organized as a stock corporation. The corporation has one authorized shareholder. The sole shareholder/director is authorized to take such actions and execute such documents as they deem necessary and appropriate to carry out the purpose of the organization. The affairs of the corporation shall be managed and conducted by a sole director, subject to the authority and direction of the svmc board. The sole holder of the issued and outstanding shares of the corporation shall be that individual who is (i) licensed to practice of medicine in the commonwealth of massachusetts; (ii) designated by southwestern vermont medical center or its successor ("svmc") to be a shareholder of the corporation; (iii) is the chief medical officer or an employee of svmc or an affiliated entity or is deployed to svmc or an affiliated entity under a professional services agreement with svmc or an affiliated entity; and (iv) subscribes to and complies with the stock transfer and indemnification agreement with svmc or its successor (hereinafter referred to as the "eligible shareholder"). No such individual may be an officer, shareholder, director or employee of any other corporation engaged in the practice of medicine without the written prior approval of the president of svmc or its successor. The shareholder shall not issue or authorize the issuance of any additional shares or amend the certificate of incorporation or bylaws in a manner adverse to the purposes set forth in this agreement, the certificate of incorporation, the bylaws or without the prior written consent of the corporation and svmc. All by-laws of the corporation shall be subject to alteration or repeal, and new by-laws may be adopted either by the vote of a majority of the outstanding shares of the corporation entitled to vote in respect thereof, or by the vote of the board of directors, provided that in each case notice of the proposed alteration or repeal or of the proposed new by-laws be included in the notice of the meeting at which such alteration, repeal or adoption is acted upon, and provided further that any such action by the board of directors may be changed by the shareholders, except that no such change shall affect the validity of any actions theretofore taken pursuant to the by-laws as altered, repealed or adopted by the board of directors, and provided still further than any amendment of article xi shall require the written prior approval of the president of southwestern vermont medical center or its successor.”

“Form 990 review process: the form 990 is prepared by an independent accounting firm based on the audited financial statements and information provided by the accounting department of the organization. Prior to filing with the irs, the draft 990 is reviewed by the sole director of northern berkshire medical pc as well as the board of directors of southwestern vermont health care corp, a related organization.”

“Conflict of interest policy: officers, directors, trustees, and key employees are required to annually disclose interests which could result in conflicts. The compliance officer maintains records on the completion of the conflict of interest forms, any potential conflicts are discussed at the audit and compliance meeting and then recommendations are brought before the full board for a vote. In the case of a potential conflict of interest, the board member abstains from all discussion and consideration of the item that presents the potential conflict. The board of directors of a related organization, svhc, monitors the compliance of northern berkshire medical pc through the work of the svhc compliance program.”

“Document disclosure: the organization makes its governing documents, conflict of interest policy, and financial statements available to the public upon request.”

“Other changes in net assets: $ 739,022 transfer from affiliate”

“Description:professional service agreement total fees:519746”

“Description:purchased services total fees:81301”

“Description:service contracts total fees:21851”